The products and services (“Products”) provided by Innovative Industrial Solutions, Inc. Innovative Industrial Solutions, LLC, and their affiliates and subsidiaries (hereinafter collectively referred to as “IIS”) are expressly subject to the following terms and condition, except to the extent otherwise stipulated by us to the contrary in writing. The Terms and Conditions contained herein shall apply to all quotes and purchase orders, bids, contracts and sales accepted or made by IIS. Your company is herein after referred to as. “the Buyer”.

Terms:

All orders are subject to acceptance from either a corporate office or sales offices of IIS. All orders placed by a Buyer in any manner (by phone, e-mail or written and or faxed deliverance etc.) and when so accepted shall constitute a contract that will be governed by and construed in accordance with the laws of the State of Florida. All orders are accepted subject to these Terms of Sale and subject to approval by IIS of the Buyer’s credit at the time of shipment. IIS acceptance of an order is conditioned upon the waiver by Buyer of any terms and conditions which differ from, vary from, or add to these Terms of Sale. The specifications applicable to goods sold by IIS shall be IIS’s specifications, unless Buyer shall have furnished different specifications, and IIS shall have agreed in writing to such specifications. IIS reserves the right to make changes or substitutions in theProducts ordered without the prior approval of or notification to the Buyer, as long as such changes do not adversely affect form, fit or function requirements of the Product. Orders may not be altered or modified by the Buyer except with the written consent of IIS. IIS at its option, may cancel all or the remaining unfilled portion of any blanket or continuing order if (a) Buyer’s payments are in default; (b) Buyer breaches any material provision of IIS’ Terms of Sale; (c) substantial changes in the types or pricing of materials or supplies occur in the marketplace(d) causes beyond IIS’s control make it impossible to insure shipment; (e) Buyer becomes insolvent or is subject to a petition in bankruptcy; or (f) IIS withdraws its credit approval. The Buyer may cancel the remaining unfilled portion of any blanket or continuing order upon written notice to IIS and the payment of reasonable cancellation charges to be determined in the sole discretion of IIS ,which charges shall take into account goods already produced or in process, expenses incurred by IIS in connection with the order, and commitments made by IIS as a consequence of the order; provided, however, that the cancellation charges shall not exceed the purchase price of the cancelled portion of the order.

Price and Terms;

PRICES QUOTED ARE ON A WHOLESALE BASIS AND TO THE BEST OF OUR ABILITY TRUE AND ACCURATE NET COST AT THAT TIME IN U.S. FUNDS PREVAILING AT THE TIME OF QUOTATION. ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE AND THE PRICE CHARGED WILL BE THAT IN EFFECT AT THE TIME OF SHIPMENT. Prices quoted do not include any federal, state, or local taxes. Any error made in pricing for merchandise given prior verbal or in a written form, quotes, sales drafts or invoicing may be corrected by IIS. The catalog or literature indicates standard units of packaging. When less than roll quantities of fabric are ordered, a cutting charge will apply. (Cut Yardage): A fee charged when ordering less than 25 yards, add 10%, 25 yards and over, add 5%. When less than standard packages of any other items are purchased an additional charge may apply. Many items offered will be offered only in standard packages or predetermined quantity; this is at IIS’s discretion. Exceptions may occur.

Terms are net thirty (30) days, unless otherwise agreed in writing. F.O.B. shipping point is subject to approval by IIS’s Credit Department or sales offices. Buyer’s without established credit with IIS should remit payment with the order, or instruct IIS to ship the order C.O.D. If “buyer” has no prior credit information on file the goods will be sent on cash or certified basis; at “IIS’s discretion. A service charge of 1-1/2% per month (18% per annum) or the maximum amount allowed by applicable law will be added to all past due invoices. Buyer is responsible for payment of all applicable sales, use or other taxes, whether local, state or federal, with respect to the goods purchased, or returned to IIS. In order to avoid being charged sale tax, the Buyer must furnish IIS with the properly completed and signed sales tax exemption form.Buyer is responsible for any import or export charges.

Limited Warranties:

IIS warrants that goods sold by it shall be free from defects in material and workmanship and will conform to applicable specifications and drawings. IIS’s liability whether based on breach of warranty or contract, negligence in manufacture, or otherwise shall be limited to replacement or repair (at IIS’s election) of the defective or nonconforming goods, or (at IIS’s election) refund of the purchase price thereof. This warranty shall apply, and IIS shall be liable for replacement, repair or refund, only if Buyer has given IIS written notice of the defect or nonconformity within 30 days after delivery of such goods to Buyer. IIS assumes no liability for results of the use of goods purchased from IIS including, without limitation, their use in combination with other components, assemblies or products, or their suitability or unsuitability for a particular use or a particular environment. IIS makes no warranty of merchantability as to use or a particular environment. IIS makes no warranty of merchantability as to goods designated as seconds, goods otherwise designated as not of first quality, or goods identified to Buyer as being of foreign origin. Unless specifically indicated to the contrary, goods sold are not fire retardant and should not be exposed to intense heat or flame. Unless specifically indicated to the contrary, goods sold are not water resistant or waterproof. THE FOREGOING CONSITUTES THE SOLE AND EXCLUSIVE WARRANTY OF IIS AND THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PURPOSE SOLD, DESCRIPTION, QUALITY OR ANY OTHER MATTER, WITHOUT LIMITING THE FOREGOING, IIS SHALL IN NO EVENT BE LIABLE FOR LOSS OF USE OR PROFIT, OR FOR OTHER COLLATERAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

NO WARRANTIES OR REPRESENTATIONS AT ANY TIME MADE BY ANY PERSON, SALES REPRESENTITIVE, DEALER, AGENT ON BEHALF OF “IIS” CONCERNING THE PERFORMANCE OF ANY PRODUCTS.

Exclusion OF Other Warranties or Contract:

IIS shall not be liable in contract or in fact (including negligence) for loss of profits or revenue, loss of equipment or facilities, cost of capital, or for any special, indirect, incidental or consequential damages of any nature, labor, overhead or any other cost resulting from or in any manner relating to the “Products” or services provided.

Retain Title Agreement: It is a condition hereof that the title to the Products sold shall remain in IIS until full purchase has been paid.

Shipping, Delivery and Return:

IIS shall not be liable for delays in production or delivery due to causes beyond its control, including but not limited to acts of God, acts of Buyer, acts of civil or military authorities, priorities, fires, strikes, floods, epidemics, quarantines, war, delays in transportation and inability due to causes beyond IIS’s control to obtain necessary labor, materials or manufacturing facilities. A shipping date given by IIS is an estimated date. In no event shall IIS be liable to the Buyer for loss of use or profit or any other collateral, special or consequential damages resulting from delays in production or delivery, whether or not due to causes beyond IIS’s control.

IIS will use its best judgment in packaging, packing, shipping and routing unless Buyer gives specific instructions with its order. In the event of shortage or damage incurred enroute, Buyer must make its complaint to the delivering transportation agency and file a claim against such agency. In the event of a shortage in packing, any claim against IIS must be made in writing within ten (10) days of receipt of the merchandise. All shipments are made F.O.B. shipping point and inbound freight is responsibility of the BUYER, unless otherwise agreed to in writing by IIS. IIS’s responsibility for delivery ends with a signed bill of lading from the carrier. IIS may ship merchandise by LTL carrier in a prepaid manner and our only intent is so the “buyer” may be billed for that freight on their invoice from IIS at one time. Information contained within the bill of lading with reference to the weight is an estimated weight and to the best of our knowledge true and accurate. All risk of loss after IIS’s delivery to the carrier shall be borne by the Buyer.

Authorization must be obtained from IIS prior to return of any goods for repair, replacement, or credit. IIS shall have the right, prior to return, to inspect any goods claimed to be defective or nonconforming. All returned shipments authorized by IIS shall be prepaid by Buyer. Unless IIS determines, upon inspection of returned goods, that the goods were defective or nonconforming, a restocking fee may apply and will be imposed on Buyer. NO claims on fabric will be allowed, whether the goods are conforming or not, if the goods have been cut. Upon return and inspection of any merchandise returned found to be used or altered from its original purchased condition; at IIS’s discretion may deem it nonreturnable. If a pattern or color match is desired, a swatch of the pattern or color required must be submitted with the order. In no event shall Buyer be entitled to nay right of set-off against IIS.

Attorney’s Fees:

In the event that any suit or action is instituted or IIS engages a collection agency, to enforce any of the provisions in this Terms of Sale, IIS shall be entitled to recover from the BUYER all reasonable fees, costs and expenses, including such reasonable fees and expenses of attorneys and collection agencies (including all reasonable fees, costs and expenses of appeals).